JWEL private placement: 2,000,000 shares at $1.40 to major holder

Rhea-AI Filing Summary

Jowell Global Ltd. (JWEL) agreed to sell 2,000,000 ordinary shares at $1.40 per share for an aggregate $2,800,000 in a private placement. The buyer is Jowell Holdings Ltd., a major shareholder. The transaction was executed under Regulation S of the Securities Act, which provides an exemption from U.S. registration for certain offshore offerings.

The company and the purchaser signed a Securities Purchase Agreement on October 14, 2025. A form of the agreement was filed as Exhibit 10.1. This deal brings in cash proceeds tied to the aggregate purchase price while increasing the company’s share count through newly issued ordinary shares.

Insights

Capital markets analyst

JWEL raises $2,800,000 via Reg S sale to a major holder.

Jowell Global entered a Securities Purchase Agreement on October 14, 2025 to sell 2,000,000 ordinary shares at $1.40 per share, totaling $2,800,000. The purchaser, Jowell Holdings Ltd., is a major shareholder, indicating insider participation in the financing.

The transaction uses Regulation S, which permits certain offshore offerings without U.S. registration. Cash flows to the company align with the aggregate purchase price; dilution depends on the 2,000,000 new shares relative to outstanding stock, which is not detailed in the excerpt.

Key mechanics are straightforward: a defined per‑share price, a fixed share count, and completion pursuant to a Reg S exemption. Subsequent filings may provide additional context on closing mechanics or any related conditions.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-40145

Jowell Global Ltd.

2nd Floor, No. 285 Jiangpu Road

Yangpu District, Shanghai

China 200082

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On October 14, 2025, Jowell Global Ltd., a Cayman Islands company (the “Company”), entered into a Securities Purchase Agreement (“Agreement”) with Jowell Holdings Ltd. (the “Purchaser”), a company incorporated in British Virgin Islands and a major shareholder of the Company. Pursuant to the Agreement, the Company agreed to sell to the Purchaser in a private placement of 2,000,000 ordinary shares (the “Shares”) of the Company, par value $0.0016 per share, at a purchase price of $1.40 per share for an aggregate offering price of $2,800,000 (the “Private Placement”). The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

The Form of the Securities Purchase Agreement is filed as Exhibits 10.1 to this report on Form 6-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by, the form of Agreement, which is incorporated herein by reference.

Exhibit Index

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Jowell Global Ltd.
Date: October 20, 2025	By:	/s/ Haiting Li
	Name:	Haiting Li
	Title:	Chief Executive Officer

2

FAQ

What did Jowell Global (JWEL) announce in its 6-K?

It agreed to sell 2,000,000 ordinary shares at $1.40 per share for an aggregate $2,800,000 in a private placement.

Who is purchasing the new JWEL shares?

The buyer is Jowell Holdings Ltd., a major shareholder of Jowell Global.

What exemption is the JWEL transaction relying on?

The sale will be completed pursuant to Regulation S under the Securities Act of 1933.

What is the per-share price and total proceeds for JWEL’s private placement?

The price is $1.40 per share, for an aggregate purchase amount of $2,800,000.

When was the Securities Purchase Agreement signed?

The agreement was signed on October 14, 2025.

Where can I find the agreement details?

A form of the Securities Purchase Agreement is filed as Exhibit 10.1.